-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RuU+i72HHi3vqdBWwwiXoLWasOTWQsUUanvlnLKGMcQIdlOkiSxA/ewxeM9JoBLq jrdPfeR9E2oRzPMh0/SkHA== 0001072613-04-002402.txt : 20041230 0001072613-04-002402.hdr.sgml : 20041230 20041230160715 ACCESSION NUMBER: 0001072613-04-002402 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20041230 DATE AS OF CHANGE: 20041230 GROUP MEMBERS: LAVIN HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 223218682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53863 FILM NUMBER: 041234180 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 FORMER COMPANY: FORMER CONFORMED NAME: PNF INDUSTRIES INC DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: PORTAFONE INTERNATIONAL CELLULAR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920128 FORMER COMPANY: FORMER CONFORMED NAME: NFW CAPITAL GROUP INC DATE OF NAME CHANGE: 19900427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lavin James F CENTRAL INDEX KEY: 0001312878 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 201-833-1307 MAIL ADDRESS: STREET 1: 483 WINTHROP ROAD CITY: TEANECK STATE: NJ ZIP: 07666 SC 13D 1 sch13d_13176.txt SCHEDULES 13D - NOFIRE TECHNOLOGIES, INC. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NoFire Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.20 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 654865 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) James F. Lavin 483 Winthrop Road Teaneck, NJ 07666 (201) 833-1307 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 23, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ (Page 1 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 2 of 8 PAGES ===================== ================= ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James F. Lavin - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK + PF - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 11,209,420 (all shares owned indirectly through a wholly owned limited liability company) ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,209,420 (all shares owned indirectly through a wholly owned limited liability company) ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,209,420 (all shares owned indirectly through a wholly owned limited liability company) - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ (Page 2 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 3 of 8 PAGES ===================== ================= ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lavin Holdings LLC - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK + WC - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 11,209,420 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,209,420 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,209,420 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ (Page 3 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 4 of 8 PAGES ===================== ================= Item 1. Security and Issuer: -------------------- Common Stock, par value $0.20 per share NoFire Technologies, Inc. 21 Industrial Avenue Upper Saddle River, NJ 07458 Item 2. Identity and Background: ------------------------ (a) This statement is filed on behalf of Mr. James F. Lavin and Lavin Holdings, Inc., a New Jersey limited liability company (collectively, the "Reporting Parties"). (b) The address of each of the Reporting Parties is 483 Winthrop Road, Teaneck, NJ 07666. (c) Mr. Lavin is a consultant and an entrepreneur. He is the sole manager and member of Lavin Holdings, LLC, which is the company through which Mr. Lavin performs consulting services and which holds certain of his investments. (d) The Reporting Parties have not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Parties have not been, during the five years prior to the date hereof, parties to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Lavin is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- On December 23, 2004, Lavin Holdings purchased 7,284,256 shares of Common Stock of the Issuer and warrants to purchase 3,694,032 shares of Common Stock of the Issuer for a purchase price of $0.001 per share, or aggregate purchase price of $7,284.25, in a private purchase transaction pursuant to a Purchase and Sale Agreement (the "First Purchase Agreement") entered into with six sellers (the "First Private Sellers") who had previously purchased these securities from the Issuer in private placement transactions. Lavin Holdings drew funds from a line of credit at JP Morgan Chase Bank, N.A. to purchase these securities. No part of the purchase price was allocated to the warrants, all of which have an exercise price of $0.72 per share. Warrants to purchase 1,847,016 shares expire on January 6, 2005, and warrants to purchase the remaining 1,847,016 shares expire on February 15, 2005. (Page 4 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 5 of 8 PAGES ===================== ================= Under the First Purchase Agreement, FireAway LLC, a second limited liability company of which Mr. Lavin is the sole member and manager, purchased from one of the First Private Sellers, NF Partners, LLC, two 6.00% promissory notes of the Issuer in the aggregate principal amount of $88,811.25 (the "Notes") for a purchase price of $44,405.63, which are payable by the Issuer to the holder thereof on December 31, 2004. The Notes are secured by a security interest granted by the Issuer to NF Partners in two patents owned by the Issuer relating to its intumescent fire retardant coating material, under a Patent Security Agreement dated March 13, 2003. In connection with the First Purchase Agreement, NF Partners assigned to FireAway all rights of NF Partners under the Patent Security Agreement and all UCC financing statements filed by NF Partners as a secured party under the Patent Security Agreement. In addition, in connection with the First Purchase Agreement, the First Private Sellers assigned to Lavin Holdings all rights of such Sellers under a Registration Rights Agreement dated as of June 15, 1998 between the Issuer, the First Private Sellers and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000 (the "Registration Rights Agreement"). On December 27, 2004, Lavin Holdings purchased 231,132 additional shares of Common Stock of the Issuer for a purchase price of $0.001 per share, or an aggregate purchase price of $231.13, in a private purchase transaction pursuant to a Purchase and Sale Agreement (the "Second Purchase Agreement") entered into with two sellers (the "Second Private Sellers") who had previously purchased these securities from the Issuer in private placement transactions. Lavin Holdings used cash on hand to purchase these securities. Pursuant to the Second Purchase Agreement, the Second Private Sellers also assigned to Lavin Holdings all rights of such Sellers under the Registration Rights Agreement. Item 4. Purpose of Transaction: ----------------------- The Reporting Persons have acquired the shares of Common Stock reported in this Schedule 13D to obtain a significant equity position in the Issuer. The Reporting Persons may purchase additional shares of Common Stock of the Issuer from time to time in privately negotiated transactions with third parties or otherwise, subject to and depending upon availability at prices deemed favorable by the Reporting Persons. Mr. Lavin intends to closely monitor developments at and pertaining to the Issuer, and expects to attempt to meet with management or directors of the Issuer with a view towards identifying what role, if any, Mr. Lavin might play in respect of the Issuer's business. Mr. Lavin may seek to influence management, and contemplates considering the advantages of possibly attempting to effect a change in control, or gaining control, of the Issuer depending upon future evaluations by Mr. Lavin of the business prospects of the Issuer. (Page 5 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 6 of 8 PAGES ===================== ================= In addition to the foregoing, Mr. Lavin, on behalf of FireAway LLC, intends to seek a license agreement with the Issuer covering certain of its proprietary fire retardant technology which Mr. Lavin believes will be mutually beneficial for both the Issuer and FireAway. FireAway LLC is a start-up company engaged in the business of developing fire extinguishing products. Except as indicated in this Schedule 13D, the Reporting Parties have no present plans or proposals which relate to or would result in any of the transactions or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer: ------------------------------------- (a) As of December 27, 2004, Lavin Holdings, LLC (directly) and James F. Lavin (indirectly through Lavin Holdings, LLC), beneficially owned 11,209,420 shares or 31.4% of the Issuer's outstanding Common Stock. (b) Mr. Lavin holds the power to vote or to direct the vote, and to dispose or to direct the disposition of all of the shares reported on this Schedule 13D. (c) On December 23, 2004, Lavin Holdings, LLC purchased an aggregate of 7,284,256 shares of Common Stock and warrants to purchase an aggregate of 3,694,032 shares of Common Stock of the Issuer for an aggregate purchase price of $7,284.25, in a private purchase transaction pursuant to the First Purchase Agreement with the First Private Sellers. On December 27, 2004, Lavin Holdings, LLC purchased an aggregate of 231,132 additional shares of Common Stock of the Issuer for a purchase price of $0.001 per share, or an aggregate purchase price of $231.13, in a private purchase transaction pursuant to the Second Purchase Agreement with the Second Private Sellers. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer: ---------------------------- In connection with each of the First Purchase Agreement and the Second Purchase Agreement, each of the First Private Sellers and the Second Private Sellers delivered to Lavin Holdings, LLC an irrevocable proxy to vote all of the shares sold to Lavin Holdings until the transfer of the shares has been recorded on the books and records of the Issuer and its transfer agent and new certificate(s) representing the shares registered in the name of Lavin Holdings have been delivered to Lavin Holdings. (Page 6 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 7 of 8 PAGES ===================== ================= Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1. First Purchase Agreement dated December 23, 2004 between Lavin Holdings, LLC and the First Private Sellers. Exhibit 2. Assignment dated December 23, 2004 from the First Private Sellers to Lavin Holdings, LLC of Registration Rights Agreement with the Issuer. Exhibit 3. Assignment dated December 23, 2004 from NF Partners, LLC to FireAway LLC of promissory notes of the Issuer, Patent Security Agreement with the Issuer and UCC-1 Financing Statement. Exhibit 4. Second Purchase Agreement dated December 27, 2004 between Lavin Holdings, LLC and the Second Private Sellers. Exhibit 5. Assignment dated December 27, 2004 from the Second Private Sellers to Lavin Holdings, LLC of Registration Rights Agreement with the Issuer. Exhibit 6. Form of Irrevocable Proxy given by each of the First Private Sellers and the Second Private Sellers to Lavin Holdings, LLC. (Page 7 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 8 of 8 PAGES ===================== ================= SIGNATURES After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct, and the undersigned each agree that this Schedule 13D is filed on behalf of each of them. Date: December 30, 2004 /s/ James F. Lavin ------------------------------------- James F. Lavin LAVIN HOLDINGS, LLC By: /s/ James F. Lavin ---------------------------------- Name: James F. Lavin Title: Manager (Page 8 of 8 Pages) EXHIBIT INDEX ------------- Exhibit 1. First Purchase Agreement dated December 23, 2004 between Lavin Holdings, LLC and the First Private Sellers. Exhibit 2. Assignment dated December 23, 2004 from the First Private Sellers to Lavin Holdings, LLC of Registration Rights Agreement with the Issuer. Exhibit 3. Assignment dated December 23, 2004 from NF Partners, LLC to FireAway LLC of promissory notes of the Issuer, Patent Security Agreement with the Issuer and UCC-1 Financing Statement. Exhibit 4. Second Purchase Agreement dated December 27, 2004 between Lavin Holdings, LLC and the Second Private Sellers. Exhibit 5. Assignment dated December 27, 2004 from the Second Private Sellers to Lavin Holdings, LLC of Registration Rights Agreement with the Issuer. Exhibit 6. Form of Irrevocable Proxy given by each of the First Private Sellers and the Second Private Sellers to Lavin Holdings, LLC. EX-99.1 2 exhibit1_13176.txt FIRST PURCHASE AGREEMENT EXHIBIT 1 --------- PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, dated as of December 23, 2004 (this "AGREEMENT"), is made among Lavin Holdings, LLC, a New Jersey limited liability company ("LAVIN"), and FireAway LLC, a Delaware limited liability company ("FIREAWAY", and collectively with Lavin, the "PURCHASERS"), and NF Partners, LLC, a Delaware limited liability company ("NF PARTNERS"), Ravitch Rice & Company LLC, a New York limited liability company, Andrew H. Tisch and Robyn Samuels, residents of the State of New York, and Barry L. Bloom and Thomas M. Steinberg, residents of the State of New Jersey (each a "SELLER", and collectively, the "Sellers"). RECITALS WHEREAS, Sellers currently own 7,284,256 shares of common stock, par value $0.20 per share (the "SHARES"), of NoFire Technologies, Inc., a Delaware corporation (the "COMPANY") and warrants expiring on January 7, 2005 and February 15, 2005 to purchase up to 3,694,032 shares of common stock, par value $0.20 per share, of the Company (the "WARRANTS"); WHEREAS, NF Partners currently holds two 6.00% notes due December 31, 2004 issued by the Company (the "NOTES"), having an aggregate principal amount of $88,811.25 and unpaid accrued interest to the date hereof in the aggregate amount of approximately $9,000; and WHEREAS, Sellers have agreed to sell to Purchasers, and Purchasers have agreed to purchase from Sellers, all of the Shares, Warrants and Notes on the terms and conditions set forth in this Agreement; NOW, THEREFORE, the parties hereto, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, hereby agree as follows: ARTICLE I. PURCHASE AND SALE, CLOSING AND DELIVERY Section 1.01 Sale and Purchase of the Shares and Warrants. On the terms and subject to the conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, assign and deliver to Lavin without representation, warranty or recourse except as provided in Article II and Section 6.01 of Article VI, and Lavin hereby agrees to purchase from each Seller, at the closing (the "CLOSING"), the number of Shares and Warrants at a cash purchase price (the "PURCHASE PRICE") set forth opposite each Seller's respective name on Schedule 1.01 attached hereto. Section 1.02 Assignment of the Notes. On the terms and subject to the conditions set forth in this Agreement, NF Partners hereby agrees to assign and deliver to FireAway without representation, warranty or recourse except as provided in Article II and Section 6.01 of Article VI, and FireAway hereby agrees to acquire and accept from NF Partners, at the Closing, the Notes for a cash price (the "NOTE PRICE") in an amount equal to 50% of the $88,811.25 principal amount or $44,405.63. Section 1.03 Closing. The Closing shall take place at the offices of Lavin Holdings, LLC, 483 Winthrop Road, Teaneck, NJ 07666, on the date of this Agreement (the "CLOSING DATE"). Section 1.04 Delivery of the Shares, Warrants and Notes to Purchasers. At the Closing, Sellers shall deliver to Lavin certificates representing the number of Shares and Warrants to be sold by each Seller as set forth in Schedule 1.01, together with duly executed stock and warrant powers, and NF Partners shall deliver to FireAway the Notes to be sold by NF Partners, together with a duly executed assignment, against receipt by Sellers of the Purchase Price and receipt by NF Partners of the Note Price in immediately available funds by electronic transfer to an account designated by NF Partners, which each Seller hereby designates as his, her or its agent to receive such funds on his, her or its account. Sellers shall also deliver to Lavin an irrevocable proxy, in form and substance satisfactory to Lavin and its counsel, to vote all Shares in the absolute discretion of Lavin until the transfer of the Shares to Lavin has been recorded on the books and records of the Company and its transfer agent and new certificate(s) representing the Shares registered in the name of Lavin shall have been delivered to Lavin. ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLERS Each Seller, severally and not jointly, hereby represents and warrants to Purchasers as follows: Section 2.01 Title, Etc. Such Seller has valid and unencumbered title to the Shares, Warrants and Notes to be sold by such Seller to Purchasers hereunder, and full right, power and authority to sell, transfer, assign and deliver such Shares, Warrants and Notes to Purchasers hereunder; and upon delivery and payment of the Purchase Price for such Shares and Warrants and payment of the Note Purchase Price for such Notes as provided herein, Purchasers will acquire valid and unencumbered title thereto. Section 2.02 Authorization. Such Seller has full power, right and authority to execute and deliver this Agreement and to consummate all transactions required to be effected by it as contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by such Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchasers, constitutes a -2- valid and legally binding obligation of such Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Neither the execution and delivery of this Agreement nor the consummation and performance of the transactions contemplated hereby will (i) conflict with or violate any agreement to which such Seller and the Company are parties or (ii) require the consent, approval or authorization of any governmental entity or other person or entity. The transfer of the Shares, Warrants and Notes by such Seller to Purchasers pursuant to this Agreement will not violate the Securities Act of 1933, as amended, or applicable state securities laws. Section 2.03 Brokers and Finders. No person or entity acting on behalf or under the authority of such Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER Each Purchaser, severally and not jointly, hereby represents and warrants to Sellers as follows: Section 3.01 Investment Representation and Qualification of Purchaser. Such Purchaser is acquiring the Shares, Warrants and Notes, as the cases may be, and any Shares into which the Warrants may be converted for such Purchaser's own account, for investment and not with a view to, or for sale in connection with, any distribution of such stock or any part thereof. Such Purchaser acknowledges that the Shares and Warrants were purchased by the Sellers in private placement transactions, that they have not been registered under the Securities Act of 1933, as amended, (the "33 Act"), and that their transfer is subject to the legend on the certificates and the provisions of the '33 Act. Such Purchaser understands that the purchase of the Shares, Warrants and Notes involves substantial risk and hereby represents and warrants that its financial condition and investments are such that it is in a financial position to hold the Shares, Warrants and Notes for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, its investment therein. In addition, by virtue of its expertise, the advice available to it and previous investment experience, such Purchaser has extensive knowledge and experience in financial and business matters, investments, securities and private placements and the capability to evaluate the merits and risks of the transactions contemplated by this Agreement and is an "accredited investor" as defined in Regulation D of the '33 Act. Section 3.02 Authorization. Such Purchaser has full power, right and authority to execute and deliver this Agreement and to consummate all transactions required to be effected by it as contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by such Purchaser and, assuming the due authorization, execution and delivery of this Agreement by each Seller, -3- constitutes a valid and legally binding obligation of such Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 3.03 Brokers. No person or entity acting on behalf or under the authority of such Purchaser is or will be entitled to any broker's, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement. ARTICLE IV. COVENANTS Section 4.01 Efforts. Subject to the terms and conditions hereof, Sellers and Purchasers shall use reasonable best efforts to take, or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper and advisable to consummate the transactions contemplated hereby on the terms and subject to the conditions provided hereunder. In case at any time after the Closing any further action is necessary, proper or advisable to carry out the purposes of this Agreement, as soon as reasonably practicable, the parties hereto shall take all such action to effectuate such purposes. Section 4.02 Further Assurances. Prior to and after the Closing, each party will cooperate in good faith with each other party and will take all appropriate action and execute any agreement, instrument or other writing of any kind which may be reasonably necessary or advisable to carry out and confirm the transactions contemplated by this Agreement. ARTICLE V. CONDITIONS TO CLOSING Section 5.01 Conditions to Purchasers' Obligations. The obligations of Purchasers to effect the transactions contemplated hereby shall be subject to the following conditions, any one or more of which may be waived in writing by Purchasers in whole or in part: (a) The representations and warranties of each Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date. -4- (b) Each Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by such Seller at or prior to the Closing Date. (c) Such Seller shall have assigned to Lavin all rights of such Seller under that certain Registration Rights Agreement dated as of June 15, 1998 between the Company, Sellers and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000. (d) NF Partners shall have assigned to FireAway all rights of NF Partners under that certain Patent Security Agreement dated March 13, 2003 between the Company and NF Partners, and delivered to FireAway with such assignment an original executed copy of the Patent Security Agreement and an assignment of all UCC Financing Statements heretofore filed by NF Partners as a secured party under the Patent Security Agreement. Section 5.02 Conditions to Sellers' Obligations. The obligation of Sellers to effect the transactions contemplated hereby shall be subject to the following conditions, any one or more of which may be waived in writing by each Seller (as to itself only) in whole or in part: (a) The representations and warranties of each Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date. (b) Each Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date. ARTICLE VI. INDEMNIFICATION AND SURVIVAL Section 6.01 Indemnification by Sellers. From and after the Closing Date, each Seller shall severally indemnify, hold harmless and defend each Purchaser from and against any losses, claims, damages, liabilities, costs and expenses (any "LOSSES") that such Purchaser may incur as a result or arising out of (a) any breach by such Seller of any of such Seller's representations and warranties contained herein or (b) any defect in such Seller's title to the Shares, Warrants or Notes, as the case may be, sold by such Seller to such Purchaser pursuant to this Agreement. Section 6.02 Indemnification by Purchasers. From and after the Closing Date, each Purchaser shall severally indemnify, hold harmless and defend each Seller from and against any Losses such Seller may incur arising out of or resulting from (a) any breach by such Purchaser of any of its representations and warranties contained herein, or (b) except for any matter for which Sellers have agreed to indemnify Purchasers hereunder, the sale, transfer or delivery of the Shares, Warrants or Notes to Purchaser -5- pursuant to this Agreement, including any action taken by Lavin pursuant to the irrevocable proxy. ARTICLE VII. MISCELLANEOUS Section 7.01 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to the subject matter hereof. Section 7.02 Amendment; Waiver. Any provision of this Agreement may be amended or waived only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party or parties against whom such waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 7.03 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, and all of which shall together constitute one and the same Agreement. Section 7.04 Headings. The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement. Section 7.05 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 7.06 Assignment; Third Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the parties hereto and the respective successors and permitted assigns of the parties hereto. Neither this Agreement nor the rights and obligations hereunder are assignable by any party hereto (except to a successor-in-interest by operation of law) without the prior written consent of the other parties. -6- Section 7.07 Expenses. Sellers, on the one hand, and Purchasers, on the other hand, shall bear their own expenses in connection with the preparation for and consummation of the transactions contemplated by this Agreement. Section 7.08 Notices. Any written notice herein required to be given shall be deemed to have been duly given as provided below if (a) mailed, certified, or registered mail, first-class postage paid, (b) sent by overnight mail or courier, (c) transmitted via facsimile, telegram or telex or (d) delivered by hand, if to any Seller, to such Seller's address as set forth opposite such Seller's respective name on Schedule 1.01, or if to Purchasers, to James F. Lavin, 483 Winthrop Road, Teaneck, NJ 07666, with a copy to Sabino Rodriguez, III, Esq., Day, Berry, & Howard LLP, One Canterbury Green, Stamford, CT 06901. Any notice shall be deemed to have been duly given if personally delivered or sent by the mails or by telegram or telex and will be deemed received, unless earlier received, (a) if sent by certified or registered mail, return receipt requested, three (3) days following the date so mailed, (b) if sent by overnight mail or courier, when actually received, (c) if sent by facsimile, telegram or telex transmission, on the date electronic confirmation is received by the sender and (d) if delivered by hand, on the date of receipt. Section 7.09 Severability. In case any provision in this Agreement shall be declared or held invalid, illegal or unenforceable, in whole or in part, whether generally or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only to the extent, necessary to cure such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions, both generally and in every other jurisdiction, shall not in any way be affected or impaired thereby. -7- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. LAVIN HOLDINGS, LLC By: /s/ James F. Lavin ----------------------------- Name: James F. Lavin Title: Manager FIREAWAY LLC By: /s/ James F. Lavin ----------------------------- Name: James F. Lavin Title: Manager NF PARTNERS, LLC By: /s/ Andrew H. Tisch ----------------------------- Name: Andrew H. Tisch Title: Manager RAVITCH RICE & COMPANY LLC By: /s/ Donald S. Rice ----------------------------- Name: Donald S. Rice Title: Managing Director /s/ Andrew H. Tisch ----------------------------- ANDREW H. TISCH /s/ Robyn Samuels ----------------------------- ROBYN SAMUELS /s/ Barry L. Bloom ----------------------------- BARRY L. BLOOM /s/ Thomas M. Steinberg ----------------------------- THOMAS M. STEINBERG SCHEDULE 1.01
Seller Name Mailing Address Shares Warrants Purchase Price - ----------- --------------- ------ -------- -------------- NF Partners, LLC 667 Madison Ave. 6,720,243 3,643,875 $6,720.24 New York, NY 10021 Attention: Andrew H. Tisch Ravitch Rice & 610 Fifth Ave., Suite 420 68,282 50,157 $68.28 Company LLC New York, NY 10020 Attention: Donald S. Rice Andrew H. Tisch 667 Madison Ave. 160,000 0 $160.00 New York, NY 10021 Robyn Samuels 667 Madison Ave., 8th Fl. 55,000 0 $55.00 New York, NY 10021 Barry L. Bloom 655 Madison Ave., 19th Fl. 122,508 0 $122.51 New York, NY 10021 Thomas M. Steinberg 667 Madison Ave., 8th Fl. 158,223 0 $158.22 New York, NY 10021 --------- --------- --------- TOTAL: 7,284,256 3,694,032 $7,284.25
EX-99.2 3 exhibit2_13176.txt ASSIGNMENT - FIRST PRIVATE SELLERS EXHIBIT 2 --------- ASSIGNMENT THIS ASSIGNMENT dated as of December 23, 2004, is executed and delivered by NF Partners, LLC, a Delaware limited liability company, Ravitch Rice & Company LLC, a New York limited liability company, Andrew H. Tisch and Robyn Samuels, residents of the State of New York, and Barry L. Bloom and Thomas M. Steinberg, residents of the State of New Jersey (each, an "Assignor", and collectively, the "Assignors") in favor of Lavin Holdings, LLC, a New Jersey limited liability company (the "Assignee"). Each Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of such Assignor's right, title and interest in and to that certain Registration Rights Agreement dated as of June 15, 1998 between NoFire Technologies, Inc., a Delaware corporation ("NoFire"), Assignors and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. IN WITNESS WHEREOF, Assignors and Assignee have caused this instrument to be duly executed as of the date first above written. ASSIGNEE: ASSIGNORS: LAVIN HOLDINGS, LLC NF PARTNERS, LLC By: /s/ James F. Lavin By: /s/ Andrew H. Tisch ------------------------ ------------------------ Name: James F. Lavin Name: Andrew H. Tisch Title: Manager Title: Manager RAVITCH RICE & COMPANY LLC By: /s/ Donald S. Rice ------------------------ Name: Donald S. Rice Title: Managing Director /s/ Andrew H. Tisch ------------------------ Andrew H. Tisch /s/ Robyn Samuels ------------------------ Robyn Samuels /s/ Barry L. Bloom ------------------------ Barry L. Bloom /s/ Thomas M. Steinberg ------------------------ Thomas M. Steinberg EX-99.3 4 exhibit3_13176.txt ASSIGNMENT - NF PARTNERS, LLC EXHIBIT 3 --------- ASSIGNMENT THIS ASSIGNMENT dated as of December 23, 2004, is executed and delivered by NF Partners, LLC, a Delaware limited liability company ("Assignor") in favor of FireAway LLC, a Delaware limited liability company ("Assignee"). Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of Assignor's right, title and interest in and to the following instruments and agreements: 1. Promissory Note dated March 14, 2003 in the principal amount of $82,500.00 payable by NoFire Technologies, Inc., a Delaware corporation ("NoFire") to the order of Assignor, including all accrued but outstanding interest payable thereon. 2. Patent Security Agreement dated March 13, 2003 between NoFire, as Pledgor, and Assignor. 3. Promissory Note dated April 3, 2003 in the principal amount of $6,311.25 payable by NoFire to the order of Assignor, including all accrued and unpaid interest thereunder. 4. UCC-1 Financing Statement, initial filing number 3079593 3, naming Assignor, as the Secured Party, and NoFire, as the Debtor, filed on March 27, 2003 with the Delaware Department of State. IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be duly executed as of the date first above written. ASSIGNEE: ASSIGNOR: FIREAWAY LLC NF PARTNERS, LLC By: /s/ James F. Lavin By: /s/ Andrew H. Tisch ------------------------ ------------------------ Name: James F. Lavin Name: Andrew H. Tisch Title: Manager Title: Manager EX-99.4 5 exhibit4_13176.txt SECOND PURCHASE AGREEMENT EXHIBIT 4 --------- PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, dated as of December 27, 2004 (this "AGREEMENT"), is made among Lavin Holdings, LLC, a New Jersey limited liability company (the "PURCHASER"), and Paul A. Downey, a resident of the State of California, and Robert H. Savage, a resident of the State of Connecticut (each a "SELLER", and collectively, the "SELLERS"). RECITALS WHEREAS, Sellers currently own 231,132 shares of common stock, par value $0.20 per share (the "SHARES"), of NoFire Technologies, Inc., a Delaware corporation (the "COMPANY"); and WHEREAS, Sellers have agreed to sell to Purchaser, and Purchaser has agreed to purchase from Sellers, all of the Shares on the terms and conditions set forth in this Agreement; NOW, THEREFORE, the parties hereto, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, hereby agree as follows: ARTICLE I. PURCHASE AND SALE, CLOSING AND DELIVERY Section 1.01 Sale and Purchase of the Shares. On the terms and subject to the conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, assign and deliver to Purchaser without representation, warranty or recourse except as provided in Article II and Section 6.01 of Article VI, and Purchaser hereby agrees to purchase from each Seller, at the closing (the "CLOSING"), the number of Shares at a cash purchase price (the "PURCHASE PRICE") set forth opposite each Seller's respective name on Schedule 1.01 attached hereto. Section 1.02 Closing. The Closing shall take place at the offices of Purchaser, 483 Winthrop Road, Teaneck, NJ 07666, on the date of this Agreement (the "CLOSING DATE"). Section 1.03 Delivery of the Shares. At the Closing, Sellers shall deliver to Purchaser certificates representing the number of Shares to be sold by each Seller as set forth in Schedule 1.01, together with duly executed stock powers, against receipt by Sellers of the Purchase Price in immediately available funds by check or electronic transfer to accounts designated by each Seller or by such other method as Sellers and Purchaser may agree. Sellers shall also deliver to Purchaser an irrevocable proxy, in form and substance satisfactory to Purchaser and its counsel, to vote all Shares in the absolute discretion of Purchaser until the transfer of the Shares to Purchaser has been recorded on the books and records of the Company and its transfer agent and new certificate(s) representing the Shares registered in the name of Purchaser shall have been delivered to Purchaser. ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLERS Each Seller, severally and not jointly, hereby represents to Purchaser as follows: Section 2.01 Title, Etc. Such Seller has valid and unencumbered title to the Shares to be sold by such Seller to Purchaser hereunder, and full right, power and authority to sell, transfer, assign and deliver such Shares to Purchaser hereunder; and upon delivery and payment of the Purchase Price for such Shares as provided herein, Purchaser will acquire valid and unencumbered title thereto. Section 2.02 Authorization. Such Seller has full power, right and authority to execute and deliver this Agreement and to consummate all transactions required to be effected by it as contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by such Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid and legally binding obligation of such Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Neither the execution and delivery of this Agreement nor the consummation and performance of the transactions contemplated hereby will (i) conflict with or violate any agreement to which such Seller and the Company are parties or (ii) require the consent, approval or authorization of any governmental entity or other person or entity. The transfer of the Shares by such Seller to Purchaser pursuant to this Agreement will not violate the Securities Act of 1933, as amended, or applicable state securities laws. Section 2.03 Brokers and Finders. No person or entity acting on behalf or under the authority of such Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents to Sellers as follows: -2- Section 3.01 Investment Representation and Qualification of Purchaser. Purchaser is acquiring the Shares for Purchaser's own account, for investment and not with a view to, or for sale in connection with, any distribution of such stock or any part thereof. Purchaser acknowledges that the Shares were purchased by the Sellers in private placement transactions, that they have not been registered under the Securities Act of 1933, as amended, (the "33 Act"), and that their transfer is subject to the legend on the certificates and the provisions of the '33 Act. Purchaser understands that the purchase of the Shares involves substantial risk and hereby represents that its financial condition and investments are such that it is in a financial position to hold the Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, its investment therein. In addition, by virtue of its expertise, the advice available to it and previous investment experience, Purchaser has extensive knowledge and experience in financial and business matters, investments, securities and private placements and the capability to evaluate the merits and risks of the transactions contemplated by this Agreement and is an "accredited investor" as defined in Regulation D of the '33 Act. Section 3.02 Authorization. Purchaser has full power, right and authority to execute and deliver this Agreement and to consummate all transactions required to be effected by it as contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by each Seller, constitutes a valid and legally binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 3.03 Brokers. No person or entity acting on behalf or under the authority of Purchaser is or will be entitled to any broker's, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement. ARTICLE IV. COVENANTS Section 4.01 Efforts. Subject to the terms and conditions hereof, Sellers and Purchaser shall use reasonable best efforts to take, or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper and advisable to consummate the transactions contemplated hereby on the terms and subject to the conditions provided hereunder. In case at any time after the Closing any further action is necessary, proper or advisable to carry out the purposes of this Agreement, as soon as reasonably practicable, the parties hereto shall take all such action to effectuate such purposes. -3- Section 4.02 Further Assurances. Prior to and after the Closing, each party will cooperate in good faith with each other party and will take all appropriate action and execute any agreement, instrument or other writing of any kind which may be reasonably necessary or advisable to carry out and confirm the transactions contemplated by this Agreement. ARTICLE V. CONDITIONS TO CLOSING Section 5.01 Conditions to Purchaser's Obligations. The obligations of Purchaser to effect the transactions contemplated hereby shall be subject to the following conditions, any one or more of which may be waived in writing by Purchaser in whole or in part: (a) The representations and warranties of each Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date. (b) Each Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by such Seller at or prior to the Closing Date. (c) Such Seller shall have assigned to Purchaser all rights of such Seller under that certain Registration Rights Agreement dated as of June 15, 1998 between the Company, Sellers and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000. Section 5.02 Conditions to Sellers' Obligations. The obligation of Sellers to effect the transactions contemplated hereby shall be subject to the following conditions, any one or more of which may be waived in writing by each Seller (as to itself only) in whole or in part: (a) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date. (b) Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date. -4- ARTICLE VI. INDEMNIFICATION AND SURVIVAL Section 6.01 Indemnification by Sellers. From and after the Closing Date, each Seller shall severally indemnify, hold harmless and defend Purchaser from and against any losses, claims, damages, liabilities, costs and expenses (any "LOSSES") that Purchaser may incur as a result or arising out of (a) any breach by such Seller of any of such Seller's representations and warranties contained herein or (b) any defect in such Seller's title to the Shares sold by such Seller to Purchaser pursuant to this Agreement. Section 6.02 Indemnification by Purchaser. From and after the Closing Date, Purchaser shall severally indemnify, hold harmless and defend each Seller from and against any Losses such Seller may incur arising out of or resulting from (a) any breach by Purchaser of any of its representations and warranties contained herein, or (b) except for any matter for which Sellers have agreed to indemnify Purchaser hereunder, the sale, transfer or delivery of the Shares to Purchaser pursuant to this Agreement, including any action taken by Purchaser pursuant to the irrevocable proxy. ARTICLE VII. MISCELLANEOUS Section 7.01 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to the subject matter hereof. Section 7.02 Amendment; Waiver. Any provision of this Agreement may be amended or waived only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party or parties against whom such waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 7.03 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, and all of which shall together constitute one and the same Agreement. Section 7.04 Headings. -5- The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement. Section 7.05 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 7.06 Assignment; Third Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the parties hereto and the respective successors and permitted assigns of the parties hereto. Neither this Agreement nor the rights and obligations hereunder are assignable by any party hereto (except to a successor-in-interest by operation of law) without the prior written consent of the other parties. Section 7.07 Expenses. Sellers, on the one hand, and Purchaser, on the other hand, shall bear their own expenses in connection with the preparation for and consummation of the transactions contemplated by this Agreement. Section 7.08 Notices. Any written notice herein required to be given shall be deemed to have been duly given as provided below if (a) mailed, certified, or registered mail, first-class postage paid, (b) sent by overnight mail or courier, (c) transmitted via facsimile, telegram or telex or (d) delivered by hand, if to any Seller, to such Seller's address as set forth opposite such Seller's respective name on Schedule 1.01, or if to Purchaser, to James F. Lavin, 483 Winthrop Road, Teaneck, NJ 07666, with a copy to Sabino Rodriguez, III, Esq., Day, Berry, & Howard LLP, One Canterbury Green, Stamford, CT 06901. Any notice shall be deemed to have been duly given if personally delivered or sent by the mails or by telegram or telex and will be deemed received, unless earlier received, (a) if sent by certified or registered mail, return receipt requested, three (3) days following the date so mailed, (b) if sent by overnight mail or courier, when actually received, (c) if sent by facsimile, telegram or telex transmission, on the date electronic confirmation is received by the sender and (d) if delivered by hand, on the date of receipt. Section 7.09 Severability. In case any provision in this Agreement shall be declared or held invalid, illegal or unenforceable, in whole or in part, whether generally or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only to the extent, necessary to cure such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions, both generally and in every other jurisdiction, shall not in any way be affected or impaired thereby. -6- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. LAVIN HOLDINGS, LLC By: /s/ James F. Lavin ------------------------- Name: James F. Lavin Title: Manager /s/ Paul A. Downey ------------------------- Paul A. Downey /s/ Robert H. Savage ------------------------- Robert H. Savage SCHEDULE 1.01 Seller Name Mailing Address Shares Purchase Price Paul A. Downey 22200 Puccioni Road 96,438 $96.44 Healdsburg, CA 95448 Robert H. Savage 273 Harbor Road 134,694 $134.69 Southport, CT 06890 ------- ------- TOTAL: 231,132 $231.13 EX-99.5 6 exhibit5_13176.txt ASSIGNMENT - SECOND PRIVATE SELLERS EXHIBIT 5 --------- ASSIGNMENT THIS ASSIGNMENT dated as of December 27, 2004, is executed and delivered by Paul A. Downey, a resident of the State of California, and Robert H. Savage, a resident of the State of Connecticut (each, an "Assignor", and collectively, the "Assignors") in favor of Lavin Holdings, LLC, a New Jersey limited liability company (the "Assignee"). Each Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of such Assignor's right, title and interest in and to that certain Registration Rights Agreement dated as of June 15, 1998 between NoFire Technologies, Inc., a Delaware corporation ("NoFire"), Assignors and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. IN WITNESS WHEREOF, Assignors and Assignee have caused this instrument to be duly executed as of the date first above written. ASSIGNEE: LAVIN HOLDINGS, LLC By: /s/ James F. Lavin /s/ Paul A. Downey ------------------------ ------------------------ Name: James F. Lavin Paul A. Downey Title: Manager /s/ Robert H. Savage ------------------------ Robert H. Savage EX-99.6 7 exhibit6_13176.txt FORM OF IRREVOCABLE PROXY EXHIBIT 6 --------- IRREVOCABLE PROXY The undersigned, _____________________, does hereby constitute and appoint Lavin Holdings, LLC ("Lavin"), and/or any other person designated by it from time to time (collectively: the "Proxy"), as his true and lawful proxy and attorney-in-fact, with full power of substitution, for and in his name, place, and stead, in respect of the ___________ shares of common stock of NoFire Technologies, Inc. represented by Certificate Nos. ____________ _____________________________________________________________(the "Shares"), granting the Proxy complete and unlimited discretionary authority to act on the undersigned's behalf, and appoint the Proxy as his agent, with respect to the Shares, including without limitation for voting the Shares, executing any consents of shareholders in lieu of a meeting, and calling meetings of shareholders, with all the powers the undersigned would possess if personally present and so acting, hereby revoking all previous proxies. The proxy granted hereby: (i) is made and executed in furtherance of and as a condition to a Purchase and Sale Agreement dated as of December [23] [27], 2004 between the undersigned, Lavin and certain others pursuant to which Lavin has purchased the Shares from the undersigned; (ii) is a special proxy and power of attorney coupled with an interest and is irrevocable; (iii) shall survive the bankruptcy, death, adjudication of incompetence or insanity or dissolution of the undersigned. This proxy is intended to be effective until, and shall terminate at such time as, the transfer of the Shares by the undersigned to Lavin has been recorded on the books and records of the Company and its transfer agent and new certificate(s) representing the Shares registered in the name of Lavin shall have been delivered to Lavin. Dated: December [23] [27], 2004 ____________________________________ [Name] -----END PRIVACY-ENHANCED MESSAGE-----